Corporate Governance

Board of Directors

Haluk Dinçer

Haluk Dinçer

Chair of the Board of Directors
(Since July 2011)

After starting his career at General Motors Technical Center in 1985, Dinçer joined Sabancı Group in August 1995, serving initially as Executive Board Member, and then in December 1995, as Executive Vice Chairman of Temsa. In October 2001, he assumed responsibilities within the Holding company, first as Food Group Vice President, and six months later, as Holding Executive Board Member and Food Group President. He took over as Food and Retail Group President in September 2004, and after organizational restructuring in March 2011, as Retail and Insurance Group President. In June 2016, after reorganization, Dinçer was named Insurance Group President and later in April 2020, Financial Services Group President. With this role, he currently serves as Chairman of the Board of Aksigorta, AvivaSA, Exsa, Tursa and Ankara Enternasyonel Otelcilik, as well as Board Member of Brisa. Haluk Dinçer served as President of TÜSİAD in 2014- 15, and is still a member of the TÜSİAD Presidents’ Council. He also served as President of Turkish-American Business Council (TAIK) within the Foreign Economic Relations Board (DEIK) in 2008-14. He has been a Board Member of the Global Relations Forum (GRF) since February 2018 and a member of the Geneva Association since June 2019 Dinçer has a BSE degree in Mechanical Engineering and an MBA, both from the University of Michigan.

Antonio Cano

Antonio Cano

Vice Chairman of the Board of Directors
(Since July 2021)

Antonio Cano started his career in the insurance industry in 1989, working for AMEV in the Netherlands. He joined Fortis Insurance International in 1993, then took charge of ALM at CaiFor, the Spanish bancassurance partnership formed between Fortis and La Caixa in 1994, eventually rising to the position of Assistant General Manager. After becoming the Head of Risk and Planning at AG Insurance in 2001, Mr. Cano was appointed the General Manager of Bank Channel and Life Insurance Development in 2006 Antonio went on to become CEO of AG Insurance and Member of the Ageas Management Committee in September 2009 He continued this tenure until October 1, 2015 and as of this date he is COO of Ageas. On November 1, 2020, he was appointed the European General Manager in order to focus on the business development process in the European Region, which also includes the Group’s reinsurance and property cross-cooperation.

Emmanuel Van Grimbergen

Emmanuel Van Grimbergen

Board Member
(Since January 2019)

Van Grimbergen serves as the Risk Director at Ageas SA/ NV. He is a member of the Boards of Cardiff Lux Vie, East West Ageas Life (Philippines), Ageas and Intreas. Prior to joining Ageas in 2011, Mr. Grimbergen worked for 18 years in the ING Risk/Actuary departments, holding various senior management positions at ING Insurance Belgium and ING Europe, including actuary director at ING South Western Europe in the early 2000s, and insurance risk director at ING Insurance Retail Banking in 2004 In 2007, Mr. Grimbergen moved to Amsterdam to serve as Risk Director for ING Central Europe. Mr. Grimbergen holds an MBA in mathematics and actuary sciences and is a member of the Actuaries Institute in Belgium.

Hans Pletinckx

Hans Pletinckx

Board Member
(Since March 2022)

Hans Pletinckx started his career at Inwards Reinsurance in 1991, continued at Fortis Insurance International as controller in 2002, and joined the Ageas Group in 2010 Pletinckx served as CFO between 2010-2015, and became Assistant General Manager in 2020 Hans Pletinckx is a Board Member at Ageas France, Portugal, England, and Sicavonline companies.

Erkan Şahinler

Erkan Şahinler

Board Member
(Since February 2022)

Erkan Şahinler, after having graduated from the Department of Business Administration, Faculty of Economic and Administrative Sciences at Bosphorus University, started his professional career in the field of independent external auditing in 1990 He held various management positions covering the fields of Finance and Information Systems at companies of Sabancı Holding as of 1993, at Marsa Kraft Foods International between 1993-2005, at Gıdasa between 2005-2008, and at Exsa UK in 2008 He joined Aksigorta in 2008 as the Chief Financial Officer (CFO), and undertook the responsibility of Claims and Operations as well as Financial Affairs in 2016 After having served as AvivaSA Assistant General Manager responsible for Finance between 2017- 2021, he has been the Sabancı Holding Planning, Analysis, and Finance Director since March 1, 2021 In addition to his duty at Sabancı Holding, Erkan Şahinler is a Board member at Teknosa and Temsa İş Makineleri companies. On June 1, 2021, he undertook the role of General Manager of Exsa, Tursa, and AEO companies of the Sabancı Group, and was also appointed to the Board of Directors of these companies.

Seval Kor

Seval Kor

Board Member
(Since March 2022)

Seval Kor graduated from Department of Economics, Istanbul University in 2002 She started her career in 2002 as a specialist at the Behavioral Sciences Institute. Seval Kor started to work as a consultant at Şensezgin-Kurmuş Danışmanlık company in 2004, and joined the Sabancı Group in 2006 After having served as an HR Specialist at Sabancı Holding between 2006-2010, she moved to Aksigorta and served as the HR Manager. Seval Kor continued her career as Talent Management Manager and HR Business Partner at Coca-Cola İçecek company between 2011-2015. She then transferred to Borusan Holding as HR Director in 2015 and held this position until 2018 Seval Kor, who rejoined Sabancı Group in 2018, still serves as the HR Director of Sabancı Holding.

Burcu Civelek Yüce

Burcu Civelek Yüce

Board Member
(Since January 2022)

Since joining Akbank in 2006, Burcu Civelek Yüce served as Senior Vice President of Strategic Management, EVP of Human Resources and Strategy and EVP of Strategy, Digital Banking and Payment Systems. Since January 2022, she has been acting as EVP of Consumer Banking and Digital Solutions. Prior to joining Akbank, she worked at international consulting and technology companies. Burcu Civelek Yüce has a B.Sc. degree in Industrial Engineering and an MBA degree from Boğaziçi University, graduating both first in rank. She participated in courses at Harvard Business School and Koç University. Yüce is the Chairperson of AkÖde, and Board Member of Akbank AG, Ak Investment, and Sabancı DX.

Hüseyin Gürer

Hüseyin Gürer

Independent Board Member
(Since March 2021)

Hüseyin Gürer was born in 1961 and obtained a Bachelor’s degree from Izmir Ege University and a Master’s degree from Ankara Middle East Technical University, Department of Business Administration. Mr. Gürer started his professional career at Deloitte Türkiye in 1986 and worked as an auditor at the Deloitte London office in 1989-1990. After serving in various roles at the firm including Head of the Audit Department, he was appointed CEO of Deloitte Türkiye in 2007 Mr. Gürer led Deloitte Türkiye as CEO for nine years until 2016 After retiring from the company, he started to provide consultancy services to Turkish companies. Throughout his career at Deloitte Türkiye, Mr. Gürer has come to the fore in efforts to implement International Financial Reporting Standards in Türkiye, working with groups led by the Ministry of Finance and various professional organizations. He subsequently worked with government agencies and relevant associations alike to support the development and understanding of auditing and corporate governance standards. Mr. Gürer served as a member of the Audit Committee of the International Investors Association (YASED) for a term. Joining the Eczacıbaşı Group Board of Directors in May 2018, Mr. Gürer currently serves as Chairman of the Audit and Risk Committee.

Lütfiye Yeşim Uçtum

Lütfiye Yeşim Uçtum

Independent Board Member
(Since October 2018)

Lütfiye Yeşim Uçtum began her professional career at Ernst & Young in 1986, working at the company’s offices in Türkiye and the US. Subsequently, she served as General Manager at Strateji Menkul Değerler; Assistant General Manager at Yapı Kredi Yatırım Menkul Değerler and Koçbank; Coordinator of the Finance Group at Koç Holding, respectively. From 2012 onward, Ms. Uçtum served as Independent Chairman and Board Member, Chairman and Member of the Audit and Corporate Governance Committees at various companies including Burçelik, Aviva Sigorta, Marshall Boya, and HSBC Bank between 2016 and 2018 Lütfiye Yeşim Uçtum graduated from Boğaziçi University, Department of Business Administration. Ms. Uçtum holds a CPA license. In October 2018, she was appointed Independent Board Member at Aksigorta, per a resolution of the Board of Directors. She also serves as Chairman of the Corporate Governance and Early Detection of Risk Committees, and Member of the Audit Committee.

Uğur Gülen

Uğur Gülen

Board Member and General Manager
(Since May 2009)

Uğur Gülen obtained undergraduate and Master’s degrees from Middle East Technical University, Department of Industrial Engineering. Uğur Gülen began his professional career in 1991 and served in various positions at Interbank, DenizBank, Ak Internet and MNG Bank. During 2004- 2009, he worked at Akemeklilik A.Ş. and AvivaSA Emeklilik ve Hayat A.Ş. as Assistant General Manager. He has served as General Manager and Board Member at Aksigorta since May 2009 Mr. Gülen also serves as the Chairman of the Board of Directors of the Insurance Association of Türkiye (TSB) as of September 2023.

Statements of Independence

I acknowledge and declare that I am a candidate to serve as an “independent member” in Aksigorta A.Ş. (Company) Board of Directors within the framework of the criteria specified in the relevant legislation, the Company’s Articles of Association and the Corporate Governance Principles attached to the Corporate Governance Communiqué (II-17.1) published by the Capital Markets Board, and within this scope;

a) Within the last five years, no executive employment relation that would give important duties and responsibilities has been established between myself, my spouse, my second degree relatives by blood or by marriage and; (i) the Company; (ii) the partnerships (subsidiaries) where the Company has the control; (iii) the partnerships where the Company has significant influence; (iv) the shareholders who control the management of the Company or who have significant influence at the Company and, (v) juridical persons controlled by these shareholders; and that I neither possess more than 5% of any and all capital or voting rights or privileged shares nor have significant commercial relations,

b) Within the last five years, I have not worked as an executive manager who would have important duties and responsibilities or have not been a member of the Board of Directors or been a shareholder (more than 5%) particularly in the companies that provide auditing, rating and consulting services for the Company (including tax audit, legal audit, internal audit), and in the companies that the Company purchase products and services from or sells products and services to within the framework of the agreements signed (during the timeframe of selling/purchasing of the products and services,

c) I do have the professional training, knowledge, and experience that will help me properly carry out the tasks and duties I shall assume as a result of my independent membership on the Board,

d) In accordance with the relevant legislation, I am not working/will not be working fulltime in public institutions and organizations (except working as an academician at the university) after being elected as a member,

e) I am residing in Türkiye in accordance with the Income Tax Law dated 31.12.1960 and numbered 193;

f) I do have the strong ethical standards, professional standing and experience that will help me positively contribute to the activities of the Company and remain neutral in conflicts of interests between the company’s shareholders, and that will help me take decisions freely by taking the rights of the beneficiaries into consideration,

g) I will spare sufficient time for the business of the Company to an extent that will help me pursue the activities of the Company and fulfill the requirements of my tasks and duties,

h) I have not been a member of the Board of Directors of the Company for more than six years in total within the last decade,

i) I have not been registered and announced on behalf of the legal person elected as a member of the Board of Directors,

j) I have not served/will not serve as an independent member of the board of directors in more than three of the companies under the management control of the Company or the shareholders who control the management of the Company, and in more than five of the companies listed on the stock exchange.

In the light of the information I have, I submit to the information of the General Assembly, the Board of Directors, the shareholders of the Company and all other beneficiaries that my statements above are correct.

Hüseyin Gürer

I acknowledge and declare that I am a candidate to serve as an “independent member” in Aksigorta A.Ş. (Company) Board of Directors within the framework of the criteria specified in the relevant legislation, the Company’s Articles of Association and the Corporate Governance Principles attached to the Corporate Governance Communiqué (II-17.1) published by the Capital Markets Board, and within this scope;

a) Within the last five years, no executive employment relation that would give important duties and responsibilities has been established between myself, my spouse, my second degree relatives by blood or by marriage and; (i) the Company; (ii) the partnerships (subsidiaries) where the Company has the control; (iii) the partnerships where the Company has significant influence; (iv) the shareholders who control the management of the Company or who have significant influence at the Company and, (v) juridical persons controlled by these shareholders; and that I neither possess more than 5% of any and all capital or voting rights or privileged shares nor have significant commercial relations,

b) Within the last five years, I have not worked as an executive manager who would have important duties and responsibilities or have not been a member of the Board of Directors or been a shareholder (more than 5%) particularly in the companies that provide auditing, rating and consulting services for the Company (including tax audit, legal audit, internal audit), and in the companies that the Company purchase products and services from or sells products and services to within the framework of the agreements signed (during the timeframe of selling/purchasing of the products and services,

c) I do have the professional training, knowledge, and experience that will help me properly carry out the tasks and duties I shall assume as a result of my independent membership on the Board,

d) In accordance with the relevant legislation, I am not working/will not be working fulltime in public institutions and organizations (except working as an academician at the university) after being elected as a member,

e) I am residing in Türkiye in accordance with the Income Tax Law dated 31.12.1960 and numbered 193;

f) I do have the strong ethical standards, professional standing and experience that will help me positively contribute to the activities of the Company and remain neutral in conflicts of interests between the company’s shareholders, and that will help me take decisions freely by taking the rights of the beneficiaries into consideration,

g) I will spare sufficient time for the business of the Company to an extent that will help me pursue the activities of the Company and fulfill the requirements of my tasks and duties,

h) I have not been a member of the Board of Directors of the Company for more than six years in total within the last decade,

i) I have not been registered and announced on behalf of the legal person elected as a member of the Board of Directors,

j) I have not served/will not serve as an independent member of the board of directors in more than three of the companies under the management control of the Company or the shareholders who control the management of the Company, and in more than five of the companies listed on the stock exchange.

In the light of the information I have, I submit to the information of the General Assembly, the Board of Directors, the shareholders of the Company and all other beneficiaries that my statements above are correct.

Lütfiye Yeşim Uçtum

Board of Auditors

The Audit Committee, which is responsible for assisting the Board of Directors in its audit and supervision activities, oversees operation and adequacy of the internal systems and the accounting and reporting systems.

Hüseyin Gürer

Chair of the Audit Committee
(Independent Board Member)

Lütfiye Yeşim Uçtum

Member
(Independent Board Member)

Corporate Governance Committee

The Corporate Governance Committee has been established with the aim of performance of the duties and responsibilities of the Board of Directors in a sound manner. Corporate governance is a management process at Aksigorta A.Ş. which is based on ethical values, is responsible toward internal and external parties, is aware of risk, is transparent and responsible for its resolutions, protecting the interests of the stakeholders, targeting sustainable success in a manner complying with the Corporate Governance Principles established by the Capital Markets Board. The Corporate Governance Committee is responsible for making recommendations to the Board of Directors at Aksigorta A.Ş. to ensure compliance of the corporate governance principles of the Company with the Corporate Governance Principles established by the Capital Markets Board and any other internationally recognized corporate governance principles. The Committee also makes recommendations to introduce and implement such principles, monitors compliance of the Company with such principles, and conducts improvement efforts in these areas. Duties of the Nomination Committee and the Remuneration Committee are carried out by the Corporate Governance Committee as well.

Lütfiye Yeşim Uçtum

Chair of the Corporate Governance Committee

Osman Akkoca

Member

Emmanuel Van Grimbergen

Member

Burak Yüzgül

Member

Early Detection of Risk Committee

The Committee was formed by the Board of Directors to detect any kind of strategic, operational, financial risks which may endanger the existence, development, and continuation of Aksigorta A.Ş, and to apply necessary measurements, corrective actions, and risk management.

Lütfiye Yeşim Uçtum

Chair of the Early Detection of Risk Committee

Emmanuel Van Grimbergen

Member

Hüseyin Gürer

Member

Ayşe Sibel Öztep Oymacı

Member

Executive Board

Uğur Gülen

Uğur Gülen

Board Member and General Manager
(Since May 2009)

Uğur Gülen began his professional career in 1991 and served in various positions at Interbank, DenizBank, Ak Internet and MNG Bank. During 2004-2009, he worked at Akemeklilik A.Ş. and AvivaSA Emeklilik ve Hayat A.Ş. as Assistant General Manager. He has served as General Manager and Board Member at Aksigorta since May 2009 Uğur Gülen obtained undergraduate and Master’s degrees from Middle East Technical University, Department of Industrial Engineering. Mr. Gülen also serves as the Chairman of the Board of Directors of the Insurance Association of Türkiye (TSB) as of September 2023.

Zeren Zeynep Eröktem Bal

Zeren Zeynep Eröktem Bal

Assistant General Manager - Finance
(Since May 2023)

Zeynep Eröktem graduated from Istanbul University Economics and completed Master’s degree in Economics & Finance at Boğaziçi University. She began her career in 2005 in independent financial audit, worked in transaction advisory services between 2007 and 2009 Starting from 2010 she joined H.Ö. Sabancı Holding as financial analyst and continued as finance manager in Retail and Insurance Group. She joined Aksigorta in January 2020 as financial control group manager and starting from May 2023 has been assigned as Chief Financial Officer (CFO) of Aksigorta.

Osman Akkoca

Osman Akkoca

Assistant General Manager - Agencies and Bank Insurance
(Since May 2023)

Osman Akkoca graduated from Istanbul Technical University, Department of Business Engineering. He began his professional career as an assistant inspector at Sümerbank in 1999 After holding various management positions between 2003 and 2005, he worked as Inspector at AvivaSA from 2005 to 2007 He worked as Assistant Manager of Internal Control and Compliance during 2007-2010; as Risk Manager in 2010-2011, and as Financial Control Manager from 2011 to 2017 After January 2017, Mr. Akkoca served as Chief Financial Officer (CFO) of Aksigorta. Since May 2023 he has been serving as Assistant General Manager for Agencies and Bank Insurance.

Tolga Okan Tezbaşaran

Tolga Okan Tezbaşaran

Assistant General Manager - Retail Product, UW and Customer Management
(Since May 2023)

Tolga Okan Tezbaşaran worked as Regional Manager at Halk Yaşam Sigorta and Yapı Kredi Emeklilik at the start of his professional career. Subsequently, he served as Regional Manager and Group President at Yapı Kredi Sigorta. In 2011, Mr. Tezbaşaran joined Zurich Sigorta, where he served as Assistant General Manager responsible for the Individual and Small Enterprises Segment as well as Board Member. He graduated from Dokuz Eylül University, Department of Industrial Engineering in 1993 He started his duty at Aksigorta in November 2016 as Assistant General Manager of Retail Bancassurance and Health. He has been serving as Assistant General Manager of Retail Product, UW and Customer Management since May 2023.

Soner Akkaya

Soner Akkaya

Assistant General Manager - Claims and Law
(Since January 2022)

Soner Akkaya graduated from Yıldız Technical University, Department of Civil Engineering. He worked as an auditor at Interbank between 1998 and 2002, and later as Assistant Manager at Tekfenbank between 2003 and 2005 From 2005 to 2011, he worked as Audit Manager at Sabancı Holding. Having worked as Head of Internal Audit at Aksigorta between 2011 and 2017, Mr. Akkaya served as Assistant General Manager for Claims and Operations as of January 2017 Since January 2022 he has been serving as Assistant General Manager for Claims and Law.

Burak Yüzgül

Burak Yüzgül

Assistant General Manager - Human Resources and Sustainability
(Since April 2022)

Burak Yüzgül earned his undergraduate degree in Business Administration from Marmara University, Faculty of Economics and Administrative Sciences. He began his professional career at Eczacıbaşı Baxter Human Resources Department in 2002 After joining the Agesa family in 2007, he took on positions at different levels in the Company’s Human Resources Department. He was eventually appointed as Assistant General Manager in charge of Human Resources and Agesa Executive Board member on April 1, 2015 In addition to his role in Agesa, Burak Yüzgül has been acting as Assistant General Director for Human Resources and Sustainability since April 2022 Burak Yüzgül is a board member at various non-governmental organizations. Mr. Yüzgül has 20 years of work experience.

Kaan Konak

Kaan Konak

Assistant General Manager - Technology and Operational Excellence
(Since January 2022)

Kaan Konak graduated from Industrial Engineering Department, Marmara University in 2005 He started his career in 2006 as Sales and System Development Assistant Specialist at E.C.A. He worked as Process and Project Management Assistant Manager at Zurich Sigorta in 2007 and as Project Manager between 2014-2015. Kaan Konak, who started his career at Aksigorta in April 2015 in the Technology, Digital and Individual Technical function, has served as the Governance and Service Management Department Manager since then. He has been managing the Next Generation Technology Platform Leadership since 2017 and was included in the Ageas Leadership Program in 2019 and 2020 As of 2021, in addition to his current position, he has been managing the sponsorship of Ageas IT Digital Transformation.

Deniz Ceylan

Deniz Ceylan

Assistant General Manager - Corporate UW and Reinsurance
(Since May 2023)

After graduating from Istanbul Technical University, Department of Naval Mechanical Engineering, Deniz Ceylan finished his MBA in Finance and Human Resources at Yeditepe University between 2002-2004. Ceylan joined Sabancı Holding between 2008 and 2010, served as Risk Management Manager, and then served as Reinsurance Department Manager at Aksigorta between 2010 and 2016 After working as the VP of Placement and Strategy at Marsh McLennan Company since 2016, he was appointed as Assistant General Manager responsible for Reinsurance and Strategic Cooperations at Aksigorta again as of November 7, 2022, and since May 2023 he has been serving as Assistant General Manager for Corporate UW and Reinsurance.

Elif Horasan

Elif Horasan

Director - Strategy and Retail Bancassurance Business Development
(Since November 2022)

Elif Horasan has graduated from Istanbul University Business Administration program in 2005, and continued her education in Germany, Goethe University at Goethe Business School MBA program. Joining Aksigorta as Financial Control Executive, Horasan previously worked for Deloitte as Transaction Services Manager, then for Sabancı Holding as Strategy Executive. Being assigned to the Strategy and Digital Channels division as the division manager on January 1st 2020, Horasan is assigned as the director of the Strategy and Bancassurance Business Development function effective from November 2022.

Mustafa Erdoğan

Mustafa Erdoğan

Corporate Sales
(Since May 2023)

After graduating from Istanbul University, Faculty of Political Sciences, Department of Business Administration, Mustafa Erdoğan started his professional career at Yapı Kredi Insurance Technical Department in 2001 After joining Aksigorta in 2006, Mr. Erdoğan worked in various positions in technical and sales departments. He served as Assistant Corporate Sales Manager between 2011- 2016, Corporate Sales Department Manager between 2016-2023 and Corporate Sales Director as of May 2023.

Corporate Governance and Sustainability Principles Compliance Report

SECTION I - CORPORATE GOVERNANCE

1. Corporate Governance Approach

Aksigorta complies with the 4 main principles of corporate governance based on Transparency, Fairness, Responsibility and Accountability. The Group understands that corporate governance practices area essential for sustainable growth in today’s economies.

Operating under the partnership of Sabancı Holding and Ageas, and listed in BIST Star index, Aksigorta designs its governance approach in line with these principles and improves its corporate governance practices in accordance with the best practices in the world.

2. Compliance with Corporate Governance Principles

Aksigorta is in full compliance with the 26 principles mandatory to be followed by public companies whose shares are traded on the stock exchange. These principles are specified in the Corporate Governance Principles attached to the Corporate Governance Communiqué (Communiqué) numbered II-17.1 of the Capital Markets Board, which is the regulatory board responsible for the regulation and supervision of corporate governance practices in Türkiye.

Aksigorta has fully complied with 31 of the 42 principles that are not required to be complied with in accordance with the Communiqué, while it has been able to partially comply with 2 of them and has not been able to comply with 4 of them at all. Since no activities that fall within the scope of the remaining 5 principles were carried out in 2023, the remaining 5 principles were considered irrelevant and no compliance status could be assessed.

In 2023, Aksigorta continued efforts to improve its compliance with the principles in question, taking into account the benefit of all stakeholders, especially shareholders. However, some non- mandatory principles could not be fully complied due to the difficulties in implementation practice of these principles, ongoing debates on some of these principles, some mismatching between the market conditions and these principles. We are pursuing the developments on these issues and following compliance opportunities.

In 2023, we disclosed all useful information to shareholders, investors, and analysts for their investment decisions with transparent, consistent, and timely manner via Investor Relations announcements on corporate web site, Public Disclosure Platform, Investor meetings and conferences to keep the continuous and effective communication with the investors and the analysts. Also, we were complied with all regulation on this subject.

Aksigorta will care to be in compliance with the principles and follow the recent developments in the legislation and the market practices.

2.1. The partially complied principles are summarized below with the reasons for not achieving full compliance:

4.2.8. Losses incurred in the company by the members of the board of directors as a result of their faults during their term of office, are insured with a policy that will have a value exceeding 25% of the company capital and this issue is publicly disclosed on the Public Disclosure Platform (KAP).

Aksigorta holds an executive liability insurance policy covering the members of the Board of Directors and executives. Although the insurance amount is below the 25% of the Company’s capital, it covers the reasonable risk level predicted.

4.6.5. Wages and other benefits granted to board members and executives with administrative responsibilities are disclosed to the public in the annual report. Disclosure on the basis of each such person is essential.

The remunerations provided to the Board Members are determined by the General Assembly and the disclosures are made on individual basis. Remunerations provided to the senior executives are disclosed to the public in the footnotes of our financial statements. Remunerations to executives are provided in accordance with the remuneration policies, taking into account the performance criteria. These details are not explained on individual basis since they are considered as personal information.

2.2. The principles that have not been complied are summarized below, with the reasons for not achieving full compliance:

1.5.2. Minority rights may be granted to those who hold less than one twentieth of the capital pursuant to the Articles of Association. The scope of minority rights may be expanded subject to the Articles of Association.

Minority rights are determined within the scope of the provisions of the relevant legislation and there are no provisions in the Articles of Association for the expansion of minority rights.

3.2.2. Conduct surveys / questionnaires to learn about the opinions of beneficiaries in important decisions.

Aksigorta does not conduct surveys / questionnaires to learn about the opinions of beneficiaries in important decisions

4.4.7. There are limits to external commitments of Board Members. Shareholders are informed of board members’ external commitments at the General Shareholders’ Meeting.

There are no limitations on the external duties held by the Members of the Board of Directors. The CV information, including the duties that our Board of Directors members have taken outside our company, is on the corporate website of our company.

4.5.5. Board Members serve in only one of the Board’s committees.

Our Board members can be members of more than one committee in order to benefit from their local and international experience in related fields and because they have the qualifications expected of committee members, our Board members can be members of more than one committee.

2.3. The principles considered irrelevant since no activities that fall within the scope of these principles were performed in 2023 are as follows:

1.3.7. Persons who have the right to access shareholding information with privilege shall inform the Board of Directors for the inclusion of the transactions they performed in their own name coinciding with the Company’s operating area into the agenda of the General Assembly.

1.4.3. The Company has not exercised the voting rights at the General Assembly of a corporation with which it has a subsidiary relation that involves controlling rights.

3.3.8.The Company ensures freedom of association and supports the right for collective bargaining.

4.4.3. Opinions of those board members who did not attend the meeting but conveyed their opinion to the Board in writing are presented to other board members.

4.5.7.Committees get the opinion of independent experts in matters they deem necessary with regard to their activities. The fees of the consulting services required by the Committees are covered by the Company. However, information on the persons/ entities providing such services and/or whether such persons/entities have a relation with the company is explained in the annual report.

In 2023, full compliance has not been reached with such voluntary principles due to the difficulties in their implementation, ongoing discussions in Türkiye and on international platforms regarding their implementation, the contradiction between the Company’s interests, and the implementation of such principles as per the practices of the Company and the market. Thanks to the value and importance Aksigorta attributes to corporate governance, developments on this matter are monitored closely, and efforts towards full compliance with these principles are ongoing at full speed.

The Corporate Governance Compliance Report (URF) and the Corporate Governance Information Form (KYBF) for 2023 issued in accordance with the CMB’s Decision No. 2/49 dated 10.01.2019 and approved by the Board of Directors of our Company are made available to public in this address: www.aksigorta.com.tr.

3. Investor Relations Activities

In an attempt to assist investors and analysts in their decision- making processes as per applicable laws, Aksigorta paid ultimate attention in 2023 to inform them as necessary, transparently, promptly, accurately, thoroughly, legibly, directly, sufficiently, regularly, and concurrently with all market participants, on the developments that might affect their investment decisions.

For this purpose, Sabancı Holding updated the Public Disclosure Platform (PDP) and the Investor Relations page (www.aksigorta.com.tr) regularly. Investor meetings and conferences were organized to keep the continuous and effective communication with the investors and the analysts. In 2023, 45 institutional investors/analysts were interviewed.

No issues that may cause conflicts of interests between Aksigorta and institutions Sabancı Holding receives services such as investment consultancy and rating have been encountered.

Their names, titles, tasks and charters of the managers and employees who are involved in investor relations in Aksigorta task are listed as below:

Osman Akkoca, Assistant General Manager - CMB Charter Level 3, Corporate Governance Rating Charter

Zeynep Eröktem, Assistant General Manager

4. Monitoring the Changes in Legislation and Legal Procedures

No amendment that could impact Aksigorta’ s operations substantially was introduced to applicable laws in 2023 However, potential effects of the amendments to the Capital Markets Law, Turkish Commercial Code, and tax regulations on Aksigorta as a whole were analyzed in detail.

However, collaboration was made with Türkiye Insurance Association and the relevant institutions and organizations in order to increase the benefits of the legislative changes in question to the interests of Aksigorta and to the development of the Turkish economy and markets. With the slogan ”Beyond”, the interests of our country and Aksigorta were kept together and significant contributions were made to the changes in financial legislation.

Aksigorta monitored legislative developments that pertained to it closely and took necessary action promptly in 2023, just as it did in previous years.

Last but not least, no lawsuit was filed against the Company that may impact the financial position or operations of Aksigorta in 2023 In addition, no administrative or legal sanction on the grounds of practices contradictory with the provisions of applicable regulations was imposed against the legal entity of Aksigorta, its Board Members, and the Senior Management.

SECTION II - BOARD OF DIRECTORS

1. Structure and Composition of the Board of Directors

The procedures and principles concerning the company’s Board of Directors’ structure, duties, management rights, and representation authorities, etc. are decided upon in accordance with the provisions stipulated in the company’s Articles of Association.

The Company is managed and represented by a Board of Directors consisting of minimum 7 and maximum 15 members elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code and Capital Market Legislation.

Minimum qualifications required in Board members are not stated in the Articles of Association. However, the required qualifications of the Members of the Company’s Board of Directors are in line with the relevant articles of Corporate Governance Principles. Two members of the Board of Directors are independent members who are determined according to the Capital Markets Board’s Corporate Governance Principles and regulations on Corporate Governance. Independent board members’ independence statements have been received prior to the appointment and these statements remain in full force and effect. During the reporting period, there is no condition which interrupts the independency.

The Members of the Board of Directors may be elected for a term of office of one year, and re-election of the members whose term of office has expired is permissible. If a membership is vacated for any reason, at its first meeting, the Board of Directors elects a new member and submits him/her to General Assembly’s approval. This member completes the remaining term of his/her predecessor.

On the basis of the General Meeting’s resolution, Board members are authorized to perform transactions within the scope of Articles 395 and 396 of the Turkish Commercial Code.

2. Operating Principles of the Board of Directors

The Board of Directors meets as often as they could perform their duties effectively, they execute their activities in transparent, accountable, fair, and responsible manner, while they also consider the long-term targets and interests of the Company.

Every year, the Members of the Board of Directors elect a chairman and a deputy chairman who will be the acting chairman in the absence of the chairman for the meetings. The Chairman of the Board of Directors determines the agenda of the Board of Directors’ meetings by taking the opinions of the other members and the CEO. The determined agenda and the contents of the agenda items are communicated in writing to the Board Members one week in advance in order to enable them to carry out the necessary assessments and works. Agenda items of the Board meetings are discussed clearly and with every aspect. The Chairman of the Board of Directors is obligated to show the maximum effort for ensuring effective participation of the non- executive members in the meetings.

Timing and the agenda of the Board meetings are organized by the Chairman or the Deputy Chairman.

The Board of Directors convenes upon the call of the Chairman and the Deputy Chairman whenever necessary. The meeting date may be determined with the decision of the Board of Directors as well. In case the chairman or the deputy chairman does not call the Board of Directors for the meeting upon the request of one of the members, then the members will be entitled to make a call for the meeting ex- officio.

The Board of Directors must convene at least four (4) times a year.

Board of Directors may also approve on paper a member’s recommendation about a certain matter unless one of them requests physical meeting.

Board of Directors’ meetings and decision quorums are subject to the provisions of Turkish Commercial Code.

The Board of Directors held meetings four (4) times between 01.01.2023 and 31.12.2023.

At the Board meetings, each member had 1 vote, and unanimous consent was sought while resolving matters and the Board always complied with Corporate Governance Principles. Attendance in person of the members without an excuse at the meetings was ensured. In 2023, no dissenting opinion was expressed on the decisions passed by the Board Members and no explanation thereof was affixed to the minutes of the meeting. Since Board Members did not have any questions and requested no additional information, these were not inserted in the minutes of the meeting. In 2023 none of the Board members trade with the Company and compete with the Company in the same business.

3. Number, Structure, and Independence of the Committees Established within the Structure of the Board of Directors

According to the Company’s Articles of Association, the Board of Directors establishes a sufficient number of Committees (“Committee”) to fulfill the required tasks and responsibilities properly.

The responsibilities of the “Nomination Committee” and “Remuneration Committee” as per article 4.5.1 of the Communiqué have been assumed by the “Corporate Governance Committee”. Although attention was paid to the recommendation on “not taking part in more than one committee for a board member” under Article 4.5.5 of the Communiqué, a Board Member may serve multiple committees as a member due to the expertise required for such committees. Independent Board Member Lütfiye Yeşim Uçtum serves in 3 committees, Independent Board Member Hüseyin Gürer serves in 2 committees, Board Member Emmanuel Van Grimbergen serves in 2 committees.

Corporate Governance Committee

The Corporate Governance Committee was established to fulfill the duties and responsibilities of the Board of Directors in a sound manner. Corporate governance is a management process at Aksigorta which is based on ethical values, is responsible toward internal and external parties, is aware of risk, is transparent and responsible for its resolutions, protecting the interests of the stakeholders, targeting sustainable success in a manner complying with the Corporate Governance Principles established by the Capital donated to Markets Board. The objective of the Corporate Governance Committee is to make recommendations to the Board of Directors of Aksigorta A.Ş. for the purpose of ensuring compliance of the corporate governance principles of Aksigorta A.Ş. with the Corporate Governance Principles established by the Capital Markets Board and with any other internationally recognized corporate governance principles the Committee also makes recommendations for the purpose of introduction and implementation of such principles, monitors compliance of the Company with such principles and carries out improvement efforts in these areas. The Committee had 2 meetings in 2023.

Members:

  • Lütfiye Yeşim Uçtum, Chairman, Independent Board Member
  • Emmanuel Van Grimbergen, Member
  • Osman Akkoca, Member, Assistant General Manager of Agencies and Bank Insurance
  • Burak Yüzgül, Member, Assistant General Manager of Human Resources and Sustainability

Early Detection of Risk Committee

It conducts works for the purposes of early detection of risks which may endanger existence, growth and continuation of the Company, implementation of the necessary measures and remedies taken against the detected risks and management of the risk. The Committee evaluates the situation, points out to the dangers, if any, and indicates the remedies in the report to the Board of Directors. The report is sent to the auditor as well. Committee had 6 meetings in 2023 It reviews the risk management systems at least once a year.

Members

  • Lütfiye Yeşim Uçtum, Chairman, Independent Board Member
  • Hüseyin Gürer, Member, Independent Board Member
  • Emmanuel Van Grimbergen, Member, Board Member
  • Ayşe Sibel Öztep Oymacı, Member

Board of Auditors

The Audit Committee, which is responsible for assisting the Board of Directors in its audit and supervision activities, is in charge of the operations and capability of the internal systems and the accounting and reporting systems. The committee had 4 meetings in 2023.

Members:

  • Hüseyin Gürer, Chairman, Independent Board Member
  • Lütfiye Yeşim Uçtum, Member, Independent Board Member

4. Risk Management and Internal Control Mechanism

Aksigorta embraces the notion that each risk brings along an opportunity and recognizes that “sustainable growth” can be achieved by effectively identifying, measuring, and managing risks.

At Aksigorta, the risk is seen as a concept that incorporates opportunities as well as threats and corporate risk management is handled as a continuous and systematic process to manage these risks most efficiently. Efforts are being made to cultivate the risk culture throughout the Company, and assurance is provided to ensure that the right activity is carried out taking the right amount of risk. The risks faced by the Aksigorta are monitored via Key Risk Indicators (KRI) determined by Group companies. These indicators are continuously monitored and periodically reported. Aksigorta takes necessary action to manage the risks indicated by the Key Risk Indicators.

Ceaselessly continuing to create shareholder value in 2023 owing to the importance it attaches to risk management, Aksigorta displayed a sustainable growth performance.

Aksigorta will manage the potential risks in all business lines in 2023 thanks to its strong capital and effective management understanding.

Similarly, the Internal Control Mechanism has been available since the company was established. With the establishment of the Audit Committee, the Internal Control Mechanism effectively carries out the duties assigned by the Board of Directors, in compliance with the current Audit Committee Bylaws.

5. Company’s Strategic Goals

Having determined the vision and the mission of the company, the Board of Directors incorporated them in writing in the Annual Report and announced to the public on the company’s website, www.aksigorta.com and company’s long- term strategies are built on these principles.

The Board of Directors, together with the CEO and Group Presidents, sets three-year strategic goals which are updated each year. Whether the targets are achieved or not are monitored by executive reports prepared at the end of each month. Year-end performance assessments are based on whether the Company achieves its targets or not.

6. Financial Rights

The terms and conditions of any right, fee, and benefit granted to the company’s Board Members are laid down in detail in the Articles of Association. The attendance fees paid to the Chairman and the Board Members are determined at the General Assembly Meeting. The payments made to the senior executives are disclosed to the public in the footnotes of our financial statements.

In 2023, the Company did not lend any money or extend any credit to the Board Members; did not extend the maturity or improve the terms and conditions of existing debts or credits; did not extend any individual loan through third persons or did not offer guarantees.

SECTION III – SUSTAINABILITY

1. Sustainability Approach

Aksigorta, which aims to protect what is valuable together with the next generation solutions for a sustainable life, has made the evaluation of its operational processes, products and services, social, economic, and environmental dimensions a fundamental part of its business strategy.

Aksigorta A.Ş. has adopted sustainability as a fundamental work philosophy. In line with this goal, Aksigorta has integrated its sustainability approach into both insurance and investment processes with an environmental and social risk management perspective.

In this regard, it is necessary to refer to the projects carried out by Aksigorta.

Launching a major sustainability project in the field of digital security, Aksigorta prepares society against the risks of the digital world thanks to the Digital Security Platform. Considering digital data as the most valuable asset of the generation, Aksigorta focuses on the development of next- generation technologies such as big data, advanced data analytics, cybersecurity, industrial IoT, robotic workforce, artificial intelligence and blockchain.

Aksigorta A.Ş., which supports the achievement of gender equality, takes measures to increase women’s employment and to support the female workforce in employment. Aksigorta has signed the Women’s Empowerment Principles implemented by the United Nations as part of its efforts to achieve gender equality.

The Green Office Program, launched by Aksigorta to ensure a greener world, was completed during the year. Thanks to its exceptional results in reducing natural resource use by conservation and best practices, Aksigorta was granted Green Office certification by WWF Türkiye.

Aksigorta, which contributes to the development of the insurance sector and its stakeholders and supports their development, organizes free online training for all agencies of the sector, from insurance to digital marketing, sales management to accounting, under the umbrella of the “Beyond Insurance Academy.”

Aksigorta shares are listed in Istanbul Stock Exchange Sustainability Index starting from October 2022.

2. Compliance with Sustainability Principles

Aksigorta has set its eye on full compliance with the Sustainability Principles Compliance Framework established in line with the Capital Markets Board’s amendment to Corporate Governance Communiqué dated October 2, 2020. Activities performed by the Company in this field helped it reach compliance substantially. In 2023, Aksigorta plans to continue efforts to improve its compliance with the principles in question, taking into account the benefit of all stakeholders, especially shareholders.

In 2023, Aksigorta has achieved full compliance with 52 of the 57 nonmandatory principles under the Communiqué, 5 principles were considered irrelevant. Following the promulgation of the Sustainability Principles Compliance Framework in 2022 for the first time by Capital Markets Board, world-class sustainability compliance standards has been adopted in our country.

There are no principles in which we are completely non-compliant. This performance demonstrated Aksigorta’ s sustainability-oriented approach to environmental, social and governance concepts. Efforts towards 100% compliance with such principles will continue in 2024.

The compliance status of Aksigorta with the Sustainability Principles in 2023 is summarized in the table below:

Type Full Compliance Partial Compliance Non-Compliant
General 11 - -
Environment 22 - -
Social 17 - -
Corporate Governance 2 - -
Total 52 - -

The Sustainability Principles Compliance Report, which demonstrates the Company’s compliance with the Capital Markets Board’s Sustainability Principles Compliance Framework, is available online at aksigorta. com.

Aksigorta’ s Corporate Governance Information Form can be accessed at the following link: www.kap.org.tr/en/ Bildirim/1250169

Aksigorta’ s Corporate Governance Compliance Report can be accessed at the following link: www.kap.org.tr/en/ Bildirim/1250152

Aksigorta’ s Sustainability Principles Compliance Report can be accessed at the following link: https://www.kap.org.tr/en/Bildirim/1250168